WAREHOUSING AGREEMENT

This Agreement (“Agreement”) is made and entered into this _________ day of ________, 20___
(“Effective Date”) by and between _______________________ with its principal place of business at
____________________________________ USA ("DEPOSITOR”), and AFC Worldwide Express, Inc.
dba R+L Global Logistics with its principal place of business at 3658 Atlanta Industrial Drive,
Suite B, Atlanta, GA 30331 USA (“R+L GLOBAL”).

WHEREAS, Depositor requires third party logistics management services to provide the storage
space, materials handling facilities and personnel necessary for the receipt, storage, and
delivery of its goods (“Goods”); and

WHEREAS, R+L GLOBAL has certain warehousing facilities and services of the type and kind
desired by Depositor identified in Schedule B (“subject warehouse(s)”); and

WHEREAS, R+L GLOBAL desires to make said facilities and services commercially available to
Depositor subject to the terms herein specified.

NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
promises herein contained, it is hereby mutually agreed, covenanted and promised as follows:

Section 1. Term Of Agreement

(A) The term of this Agreement shall commence on the date of its execution by the parties
hereto and shall continue thereafter in full force and effect for a period of one (1) year
and shall thereafter automatically renew on a yearly basis unless terminated prior to 90
days before the expiration of the current term.

(B) If either party shall fail to perform any of the covenants or obligations of performance
and payment imposed upon it under and by virtue of this Agreement (except where
such failure is excused under other provisions of this Agreement), the other party shall
give the defaulting party written notice, stating specifically the cause for which the
notice of default is given. If, within a period of sixty (60) days after such notice the
defaulting party has not removed and remedied the default, then the party not in
default may cancel this Agreement without any further obligation by immediately
furnishing the defaulting party a notice of cancellation.

Section 2. Acceptance Of Goods, Rates And Charges

(A) During the term of this Agreement, and any extensions or renewals thereof, R+L
GLOBAL agrees to provide for DEPOSITOR certain warehousing facilities and services
described in this Agreement and the attached Schedule “A” that is made a part hereof,
and to accept and keep in a neat and orderly condition such goods described in
Schedule “A” as from time to time may be tendered by DEPOSITOR.

(B) R+L GLOBAL agrees to furnish personnel, equipment and other accessories necessary to
perform efficiently and with safety the services herein described.

(C) Rates and charges for warehousing services are set forth in Schedule “B”. For any
services not specified in Schedule “B”. DEPOSITOR shall pay to R+L GLOBAL such
consideration in compensation as may mutually be agreed upon in writing.

(D) Warehouse labor required for services other than ordinary handling and storage must
be authorized by DEPOSITOR in advance. Rates and charges will be provided for herein
or as mutually agreed by the parties hereto (See Schedule “B”).

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Section 3. Payment Terms For Services Rendered

Consideration for R+L GLOBAL’s performance of this Agreement shall be paid to R+L
GLOBAL by DEPOSITOR within fifteen (15) days after date of R+L GLOBAL’s invoice, which
shall be submitted by R+L GLOBAL. DEPOSITOR may not dispute invoices after more than
thirty (30) days from date of invoice. In addition, DEPOSITOR may not offset payment of
invoices for disputed claims without the prior written consent of R+L GLOBAL.

Section 4. Shipping

DEPOSITOR agrees not to ship goods to R+L GLOBAL as the named consignee. If, in
violation of this Agreement, goods are shipped to R+L GLOBAL as named consignee,
DEPOSITOR agrees to notify carrier in writing prior to such shipment, with a copy of such
notice to R+L GLOBAL, that R+L GLOBAL named as consignee is a warehouseman under law
and has no beneficial title or interest in such property. DEPOSITOR further agrees to indemnify
and hold harmless R+L GLOBAL from any and all claims for unpaid transportation charges,
including undercharges, demurrage, detention, or charges of any nature, in connection with
goods so shipped. DEPOSITOR further agrees that, if it fails to notify carrier as required by the
preceding sentence, R+L GLOBAL shall have the right to refuse such goods and shall not be
liable or responsible for any loss, injury or damage of any nature to, or related to, such goods.

Section 5. Tender For Storage

All goods tendered for storage shall be delivered at the warehouse in a segregated
manner, properly marked and packaged for handling. DEPOSITOR shall furnish or cause to be
furnished at or prior to such delivery, a manifest showing the goods to be kept and accounted
for separately. In the event that goods tendered to R+L GLOBAL do not conform to the
description provided to R+L GLOBAL by DEPOSITOR, R+L GLOBAL may refuse to accept such
goods. If R+L GLOBAL accepts such goods, DEPOSITOR agrees to pay the rates and charges
as set forth in this Agreement and the Exhibits attached thereto. R+L GLOBAL is not a
guarantor of the condition of such goods under any circumstances including but not limited to
hidden, concealed, or latent defects in the goods. Concealed shortages, damage or tampering
will not be the responsibility of R+L GLOBAL. In no event will R+L GLOBAL be liable for loss or
damage caused by the events set forth in the Force Majeure section of this Agreement or the
inherent vice or nature of the goods.

Section 6. Transfer Of Goods

(A) Instructions to transfer goods on the books of R+L GLOBAL shall not be effective until
said instructions are delivered to and accepted by R+L GLOBAL, and all charges up to
the time transfer is made shall be chargeable to DEPOSITOR. If a transfer involves the
rehandling of goods, it will be subject to rates and charges shown in the attached
Schedule “B” or as otherwise mutually agreed upon. When goods in storage are
transferred from one party to another through issuance of a new warehouse receipt, a
new storage date is established on the date of such transfer.

(B) R+L GLOBAL may move goods within the warehouse in which they are stored as R+L
GLOBAL deems necessary to maintain storage and handling efficiencies. R+L GLOBAL
may move goods to another warehouse operated by R+L GLOBAL only with the prior
written consent of DEPOSITOR.

(C) If R+L GLOBAL in good faith believes that the goods are about to deteriorate or decline in
value to less than the amount of R+L GLOBAL’s lien before the end of the next
succeeding storage month, R+L GLOBAL may immediately notify DEPOSITOR in writing

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 of a reasonable time for removal of the goods and in case the goods are not removed,
may sell them at public sale held one week after a single advertisement or posting as
provided by law.

(D) If, as a result of a quality or condition of the goods of which R+L GLOBAL had no notice
at the time of deposit, the goods are a hazard to other property or to the warehouse or to
persons, R+L GLOBAL shall immediately notify DEPOSITOR and DEPOSITOR shall
thereupon claim its interest in the said goods and remove them from the warehouse.
Pending such disposition R+L GLOBAL may remove the goods from the warehouse and
shall incur no liability by reason of such removal.

Section 7. Handling

(A) Handling rates and charges as shown in the attached Schedule “B” shall, unless
otherwise agreed, cover the ordinary labor involved in receiving goods at a warehouse
door or dock, placing goods in storage, and returning goods to warehouse door or dock.
Additional expenses incurred by R+L GLOBAL in loading or unloading cars or vehicles
shall be at rates shown in attached Schedule ”B” or as otherwise mutually agreed upon.

(B) R+L GLOBAL shall not be liable for demurrage, detention or delays in unloading
inbound cars or detention or delays in obtaining and unloading cars or, vehicles for
outbound shipments unless R+L GLOBAL has failed to exercise reasonable care and
judgment as determined by industry practice.

(C) When goods are ordered out by DEPOSITOR in quantities different than as received, R+L
GLOBAL may make an additional charge for each such order or each item of such an
order.

Section 8. Standard of Care and Liability, Limitation Of Damages

(A) R+L GLOBAL shall not be liable for any loss, damage or destruction to goods, however
caused, unless such loss, damage, or destruction resulted from R+L GLOBAL’s failure to
exercise such care in regard to the goods as a reasonably careful Warehouseman would
exercise under like circumstances. R+L GLOBAL will not be liable for damage of any
type which could not be avoided by the exercise of such care.

(B) In the event of loss, damage or destruction to stored goods for which company is legally
liable, DEPOSITOR declares that R+L GLOBAL’s liability for damages shall be limited to
the lesser of the following amounts (1) the actual cost to DEPOSITOR of replacing or
reproducing the damaged goods together with transportation costs to warehouse (2) the
fair market value of the goods on the date R+L GLOBAL is notified of loss, damage or
destruction, or (3) 50 times the monthly storage charge applicable to such lost,
damaged or destroyed goods, or (4) the greater of (i) $.50 per pound net weight of the
goods, exclusive of tare, or (ii) $12.00 per cubic foot, provided, however that within a
reasonable time after receipt of this agreement, DEPOSITOR may, upon written request,
increase contractor’s liability in part on all of the goods stored under the agreement, in
which case an increased charge will be made based upon such increased valuation:
further provided that no such request shall be valid unless made before loss, damage or
destruction to any portion of the goods stored under this agreement has occurred.

(C) The limitation of liability referred to in paragraph (B) above shall be DEPOSITOR’S
exclusive remedy against R+L GLOBAL for any claim or cause of action whatsoever
relating to loss, damage, and/or destruction of the stored goods and shall apply to all
claims including inventory shortage and mysterious disappearance claims unless
DEPOSITOR proves by affirmative evidence that R+L GLOBAL converted the goods to its

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 own use. DEPOSITOR waives any rights to rely upon any presumption of conversion
imposed by law. In such event DEPOSITOR shall not be entitled to incidental, special,
punitive or consequential damages.

(D) DEPOSITOR acknowledges and agrees that R+L GLOBAL is not an insurer or guarantor
of any goods placed in its possession by DEPOSITOR pursuant to this Agreement.

(E) Where loss or injury occurs to DEPOSITOR’S goods, for which R+L GLOBAL is not liable,
DEPOSITOR shall be responsible for the cost of removing and disposing of such goods,
as well as the cost of any environmental cleanup and/or site remediation resulting from
the loss or injury to such goods.

(F) Waiver of subrogation. The parties acknowledge that it is the intent of this Agreement to
limit R+L GLOBAL’s liability in connection with loss or damage to DEPOSITOR’S product
resulting from R+L GLOBAL’s negligence and covered by R+L GLOBAL’s legal liability
insurance carried by R+L GLOBAL. DEPOSITOR and its insurers hereby waive their
rights of recovery against R+L GLOBAL for claims in excess of R+L GLOBAL’s liability as
expressed in Section 8.

Section 9. Notice Of Loss And Damage, Claim And Filing Of Suit

(A) R+L GLOBAL agrees to notify DEPOSITOR promptly of any loss or damage, however
caused, to goods handled under the terms of this Agreement.

(B) Claims by DEPOSITOR must be presented in writing to R+L GLOBAL not longer than
either ninety (90) days after delivery of goods by R+L GLOBAL or ninety (90) days after
DEPOSITOR is notified by R+L GLOBAL that loss or injury to part or all of the goods has
occurred, which ever time is shorter. Each claim must contain information necessary to
identify the goods affected, the basis for liability and the amount of the alleged loss or
damage, as well as all appropriate supporting documentation which must include: a
summary of claims for both damaged and shortages of items, a report of individual
carton ID’s and their appropriate claims designation, including claim value, and
individual claim forms for each claim that is supported by the report also provided.

(C) No action may be maintained by the DEPOSITOR or others against the R+L GLOBAL for
loss or injury to the goods stored unless timely written claim has been given as provided
in paragraph (B) of this section and unless such action is commenced either within nine
months after date of delivery by R+L GLOBAL or within nine months after DEPOSITOR of
record is notified that loss or injury to part or all of the goods has occurred, whichever
time is shorter.

Section 10. Liability For Consequential Damages

R+L GLOBAL shall not be liable for any loss of profit or special, indirect, or
consequential damages of any kind arising from services or other activities performed pursuant
to this Agreement.

Section 11. Liability For Misshipment and Chargebacks

(A) If goods are mis-shipped and if the consignee fails to return the goods, R+L GLOBAL’s
maximum liability for the lost or damaged goods shall be as specified in Section 8 above,
and R+L GLOBAL shall have no liability for damages due to the consignee’s acceptance
or use of the goods whether such goods be those of the DEPOSITOR or another.

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(B) R+L GLOBAL shall not be responsible for charge backs of any kind.

(C) Any and all claims made pursuant to this Section must be in compliance with the
requirements set forth in Section 9(B).

Section 12. Mysterious Disappearance

R+L GLOBAL shall not be liable for loss of goods due to inventory shortage or
unexplained or mysterious disappearance of goods unless DEPOSITOR establishes such loss
occurred because of R+L GLOBAL’s failure to exercise the care required of R+L GLOBAL under
Section 8 above. Any presumption of conversion imposed by law shall not apply to such loss
and a claim by DEPOSITOR of conversion must be established by affirmative evidence that R+L
GLOBAL converted the goods to R+L GLOBAL’s own use.

Section 13. Force Majeure

Neither DEPOSITOR nor R+L GLOBAL shall be liable to the other for default in the
performance or discharge of any duty or obligation under this Agreement when caused by acts
of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public
enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the
workforce, failure to provide power by the utility provider, intentional or malicious acts of third
persons or any other organized opposition, corruption, depredation, accidents, explosions, fire,
water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo,
prohibition of import or export of Goods, closure of public highways, railways, airways or
shipping lanes, governmental interference or regulations, or other contingencies, similar or
dissimilar to the foregoing, beyond the reasonable control of the affected party. Upon the
occurrence of such an event the party seeking to rely on this provision shall promptly give
written notice to the other party of the nature and consequences of the cause. If the cause is
one which nevertheless requires R+L GLOBAL to continue to protect the Goods, DEPOSITOR
agrees to pay the storage or similar charges associated with R+L GLOBAL’s obligation during
the continuance of the force majeure. All Goods are stored, handled, and transported at
DEPOSITOR’s sole risk of loss, damage, or delay caused by any of the above.

Section 14. Insurance

R+L GLOBAL shall maintain the following insurance policies:

COVERAGE LIMIT

Warehouseman's Legal Liability $1,000,000.00

Commercial General Liability $2,000,000.00

Section 15. Right To Store Goods and Warehouseman's Lien

(A) DEPOSITOR represents and warrants that DEPOSITOR is lawfully in possession of the
goods and has the right and authority to contract with R+L GLOBAL for the services
contemplated by this Agreement relating to those goods. DEPOSITOR agrees to
indemnify and hold R+L GLOBAL harmless from all loss, cost and expense (including
reasonable attorneys’ fees) which R+L GLOBAL pays or incurs as a result of any dispute
or litigation, whether instituted by DEPOSITOR or others, respecting DEPOSITOR’S
right, title or interest in the goods covered by this Agreement.

(B) On goods in R+L GLOBAL's possession, it shall have a general Warehouseman's lien for

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 any unpaid charges and associated expenses. R+L GLOBAL shall not permit any lien or
other encumbrance to be placed against the goods while they are in R+L GLOBAL’s
possession other than its general warehouseman's lien.

Section 16. Severability

The provisions of this Agreement are to be considered as independent obligations.

Therefore, should one provision be determined to be void and not be legally enforceable, its
invalidation shall not excuse compliance with and adherence to the remaining provisions of this
Agreement by the parties.

Section 17. Waiver

Compliance with any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) by the party entitled to enforce
such term, but any such waiver shall be effective only if in a writing signed by the party against
which such waiver is to be asserted. Except as otherwise provided herein, no failure or delay of
any party in exercising any power or right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such right or power preclude any other or further exercise
thereof or the exercise of any other right or power.

Section 18. Independent Contractor

It is hereby agreed and understood that R+L GLOBAL is entering into this Agreement as
an independent contractor and that all of R+L GLOBAL’s personnel engaged in work to be done
under the terms of this Agreement are to be considered as employees of R+L GLOBAL and
under no circumstances shall they be construed or considered to be employees of DEPOSITOR.
R+L GLOBAL shall supervise the performance of its own employees in providing services for
DEPOSITOR and shall have control over the manner and means by which its services are
performed, subject to the terms of this Agreement as well as any written and mutually agreed
upon amendments thereto. Nothing in this Agreement will be interpreted as creating any
relationship of principal and agent, partnership or joint venture between the parties. Neither
DEPOSITOR nor R+L GLOBAL will represent in any manner to any third party that R+L
GLOBAL is an agent of, or affiliated with, DEPOSITOR in any capacity other than as an
independent contractor, and nothing in this Agreement shall be construed to be inconsistent
with such status.

Section 19. Notification Of Product Characteristics and Dangerous Article

(A) DEPOSITOR shall notify R+L GLOBAL of the characteristics of any of DEPOSITOR’S
products that may in any way be likely to cause damage to R+L GLOBAL’s premises or to
other products that may be stored by R+L GLOBAL.

(B) DEPOSITOR, except to the extent hereinafter specified, represents that none of the goods
which it now has in storage, or will store in the future with R+L GLOBAL are
adulterated, flammable, hazardous or dangerous materials or articles, explosives or
pesticides, as defined under the regulated federal, state or local laws, statutes,
ordinances, or regulations, and that any good it now has in storage, or will store in the
future with R+L GLOBAL which require registration, permits, licenses or similar
approvals under federal, state or local laws, statutes, ordinances or regulations are
guaranteed to have such registrations, permits, licenses or approvals at the time the
goods are tendered to R+L GLOBAL and during the time they are in R+L GLOBAL’s
custody.

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(C) DEPOSITOR represents that the goods which it now has in storage which are defined or
are subject to regulation under federal, state or local laws, statutes, ordinances or
regulations concerning adulterated, flammable, hazardous or dangerous materials or
articles, explosives or pesticides will be individually listed on receiving/shipping
document (bill of lading) naming the goods and designating which laws, statutes,
ordinances or regulations apply to the storage, handling and transportation of the goods,
and whenever in the future the undersigned tenders goods to R+L GLOBAL for storage or
handling which are defined and subject to regulation under federal, state or local laws,
statutes, ordinances or regulations concerning adulterated, flammable, hazardous or
dangerous materials or articles, explosives or pesticides it shall, at the time of such
tender, advise R+L GLOBAL, in writing, with respect to each such item which laws,
statutes, ordinances and or regulations apply to the storage, handling and
transportation of the goods.

(D) DEPOSITOR further represents that with respect to any goods it now has in storage, or
will store in the future with R+L GLOBAL which, due to such federal, state or local laws,
statutes, ordinances or regulations applicable to the goods, require special handling,
storage, stacking segregation of commodities, documentation, records certification,
reports of other treatment beyond that normally afforded by R+L GLOBAL to goods
generally, it will furnish R+L GLOBAL for goods now in storage in writing for each item
tendered for storage in the future, with all information and instructions necessary to
conform with the requirements applicable to its goods.

(E) DEPOSITOR agrees to indemnify and save R+L GLOBAL harmless against any and all
liabilities, laws, damages, costs or expenses which R+L GLOBAL may incur, suffer or be
required to pay by reason of any failure of the aforementioned representations,
agreements and guarantees of the undersigned.

Section 20. Assignment

This warehousing Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto, and allows either party to this Agreement to assign
or sublet its interest or obligations herein, except limited to the assignment of any monies due
and payable.

Section 21. Governing Law

This agreement and any dispute arising out of it shall be governed by the laws of the
state where the goods were stored and services provided.

Section 22. Entire Agreement

This Agreement and Schedules constitute the entire understanding between

DEPOSITOR and R+L GLOBAL, and no working arrangement, instructions, or operating
manuals intended to facilitate the effective carrying out of this Agreement shall in any way affect
the liabilities of either party as set forth herein. Warehouse receipts may be issued for goods
received in storage and the provisions of the warehouse receipt shall apply, provided any
inconsistency between the terms of the receipt and this Agreement shall be governed by this
Agreement.

Section 23. Notice

(A) All notices required under this agreement directed to R+L GLOBAL shall be to the
attention of:

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 R+L Global Logistics
Attn: Legal Department
600 Gillam Road
Wilmington, OH 45177
And
R+L Global Logistics
Attn: Corporate Administrator
315 NE 14th Street
Ocala, FL 34470

(B) All notices required under this agreement directed to DEPOSITOR shall be to the
attention of:

______________________________
______________________________
______________________________

(C) Notices may be provided by facsimile, email, or express courier (signature required) and
deemed delivered on date given.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate the
day and year first above written.

AFC Worldwide Express, Inc.

dba R+L Global Logistics
BY
____________________________________
Signature

Print Name

Title

Date

DEPOSITOR – ______________________________
BY

Signature

Print Name

Title

Date

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 SCHEDULE A

SCOPE OF AGREEMENT

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 SCHEDULE B

RATES AND COSTS FOR SUBJECT WAREHOUSE(S)

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